Terms of Supply

The Stockroom (Kent) Ltd – Terms for the Supply of Products

1. Interpretation
   • Definitions:

• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Contract: the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Terms.
• Customer: the person or firm who purchases the Products from the Supplier.
• Delivery Location: the delivery location or address specified in the Order, or such other location or address as the parties may agree.
• Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
• Order: an order for the Products accepted by the Supplier in accordance with clause 4.
• Order Form: an order form, in the form specified by the Supplier, sent by the Customer to the Supplier, requesting the supply of the Products.
• Products: the products (or any part of them) set out in the Order.
• Purchase Order: a purchase order issued by the Customer, containing a reference number for the Order.
• Supplier: The Stockroom (Kent) Limited incorporated and registered in England and Wales with registered company number 03914484 whose registered office is at 10 Saracen Close, Gillingham Business Park, Gillingham, England, ME8 0QN.
• Terms: these terms for the supply of products, as amended from time to time in accordance with clause 4.
  • Interpretation:
    • A ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    • A reference to a party includes its personal representatives, successors and permitted assigns.
    • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
    • Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    • A reference to writing or written includes email.

2. Basis of contract
   • These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Terms.
   • To place an order for Products, the Customer shall send an Order Form to the Supplier and shall also provide an accompanying Purchase Order containing a reference number for the order, which each party shall use to identify that order. The Customer is responsible for ensuring that the terms of the Order Form submitted by the Customer are complete and accurate.
   • A submitted Order Form shall be treated as an offer by the Customer to contract with the Supplier but shall not be binding until accepted by the Supplier in accordance with clause 4.
   • The Supplier shall, at its discretion, accept the Order Form, at which point the Order shall become binding and the Contract shall come into existence. The Supplier may, at its sole discretion, accept amendments to an Order after acceptance.
   • Any samples, drawings, descriptive matter or advertising produced by the Supplier, including any descriptions or illustrations contained on the Supplier’s website (www.purenails.co) are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
   • A quotation for the Products given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 14 days from its date of issue.
3. Products
   • The Products are described in the Supplier's catalogue.
   • The Supplier reserves the right to amend the Products, including any description, if required by any applicable statutory or regulatory requirements.
4. Delivery
   • The Supplier shall deliver the Products to the Delivery Location, at which point delivery shall be complete.
   • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery or other instructions relevant to the supply of the Products.
   • If the Supplier fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products.

   • If you choose a safe place via DPD for your Pure Nails delivery, it is NOT Pure Nails responsibility to ensure your parcel is delivered correctly. Safe places should be chosen at your own risk.

   • If the Customer fails to take delivery of the Products after two attempted deliveries by the Supplier then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

   • • delivery of the Products shall be deemed to have been completed after the second attempted delivery;
     • the Supplier shall store the Products until delivery takes place and the Customer shall be liable for all related costs and expenses (including insurance); and
     • any redelivery of the Products shall be at the discretion of the Supplier and on the basis that the Customer is responsible for redelivery costs.
   • If ten Business Days after the day on which the Supplier notified the Customer that the Products were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Products.
   • If the Supplier delivers up to and including 5% less than the quantity of Products ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Products was delivered, a pro rata adjustment shall be made to the Order invoice.
5. Quality
   • The Supplier warrants that on delivery the Products shall:
     • conform with their description; and
     • be free from material defects in design, material and workmanship.
   • Subject to clause 3, if:
     • the Customer gives notice in writing to the Supplier within 10 Business Days of delivery that some or all of the Products do not comply with the warranty set out in clause 1;
     • the Supplier is given a reasonable opportunity of examining such Products; and
     • the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business,

the Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full. In the event that no defects are notified within 10 Business Days of delivery, the Products will be deemed accepted.

• The Supplier shall not be liable for the Products' failure to comply with the warranty set out in clause 1 in any of the following events:
  • the Customer makes any further use of such Products after giving notice in accordance with clause 2;
  • the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
  • the defect arises as a result of the Supplier following any instruction supplied by the Customer;
  • the Customer alters or repairs such Products without the written consent of the Supplier;
  • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  • the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 1.
• The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• These Terms shall apply to any repaired or replacement Products supplied by the Supplier.

6. Title and risk
   • Risk in the Products shall pass to the Customer on completion of delivery.
   • Title to the Products shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Products and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.
   • Until title to the Products has passed to the Customer, the Customer shall:
     • store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
     • not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
     • maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
     • notify the Supplier immediately if it becomes subject to any of the events listed in clause 1(b) to clause 9.1(d); and
     • give the Supplier such information as the Supplier may reasonably require from time to time relating to:
       • the Products; and
       • the ongoing financial position of the Customer.
     • At any time before title to the Products passes to the Customer, the Supplier may require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7. Price and payment
   • The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
   • The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
     • any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
     • any request by the Customer to change the delivery date(s), quantities or types of Products ordered; or
     • any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
   • The price of the Products:
     • excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
     • excludes the costs and charges of packaging, insurance and transport of the Products.
   • The Supplier may invoice the Customer for the Products on or at any time after delivery.
   • The Customer shall pay each invoice submitted by the Supplier:
     • within 30 days of the date of the invoice unless otherwise agreed according to any credit terms agreed between the parties; and
     • in full, without any deduction, set-off or withholding, in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract. All payments must be in the currency specified in the relevant Order.

• If the Customer fails to make a payment due to the Supplier under the Contract by the due date the Supplier may suspend any further deliveries of the Products and, without limiting the Supplier's other remedies including the right to statutory interest, the Customer shall pay (i) interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment at the rate of 3% per annum above the base rate of the Bank of England from time to time, but at 3% a year for any period when that base rate is below 0%, on the amount outstanding until paid in full, and (ii) any costs and time incurred by the Supplier in relation to non-payment, with all time incurred chargeable at the rate of £150 per hour in 30 minute increments.
• All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Limitation of liability
   • The limitations and exclusions in this clause 8, (i) apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, and (ii) reflect the insurance cover the Supplier has been able to arrange, so that the Customer is responsible for making its own arrangements for the insurance of any excess loss.
   • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
     • death or personal injury caused by negligence;
     • fraud or fraudulent misrepresentation;
     • breach of the terms implied by section 12 of the Sale of Products Act 1979; or
     • defective products under the Consumer Protection Act 1987.
   • Subject to clause 2, the Supplier's total liability to the Customer shall not exceed the total price paid or payable by the Customer for the Order(s) to which the liability relates.
   • Subject to clause 2, the following types of loss are wholly excluded: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and/or indirect or consequential loss.
   • This clause 8 shall survive termination of the Contract.
9. Termination
   • Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
     • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of being notified in writing to do so;
     • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
     • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
     • the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
   • Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 1(b) to clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
   • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
   • On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
   • Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
   • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks or more, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party.

11. General
    • Assignment and other dealings.
      • The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
      • The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
    • • Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2(b).
      • Each party may disclose the other party's confidential information:
        • to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 2; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    • Entire agreement.
      • This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
    • No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
        • sent by email to the email address nominated by that party for service.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt;
        • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
        • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    • Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.